"Accrued Rights"

has the meaning given to that term in paragraph 10.8 (Authority Rights);

"Accrued Rights Value"

means each of the [Construction Accrued Rights Liquidated Damages Value, the Construction Accrued Rights Value, the Operating Accrued Rights Life Cycle Works Value, the Operating Accrued Rights Termination Value and the Operating Accrued Rights Value];

"Appointed Representative"

means a Representative that has assumed the Contractor's rights under the Contract pursuant to paragraph 5.1 (Representative);

"Authority Construction Collateral Warranty"

means the Collateral Warranty between (1) the Authority, (2) the Contractor and (3) the Construction Sub-Contractor;

"Authority Construction Liability Cap"

means the Construction Sub-Contractor's Liability Cap less the Construction Accrued Rights Value;

"Authority Construction Liquidated Damages Cap"

means the Construction Sub-Contractor's Liquidated Damages Cap less the Construction Accrued Rights Liquidated Damages Value;

"Authority Liability Cap"

means each of the Authority Operating Liability Cap, the Authority Operating Termination Cap, [the Life Cycle Works Cap,] or the Authority Construction Liability Cap [, or the Authority Construction Liquidated Damages Cap178];

"Authority Operating Collateral Warranty"

means the Collateral Warranty between (1) the Authority, (2) the Contractor and (3) the Operating Sub-Contractor;

"Authority Operating Liability Cap"

means the Operating Sub-Contractor Liability Cap for the Relevant Year less the Operating Accrued Rights Value;

"Authority Operating Life Cycle Works Cap"

means the Life Cycle Works Cap less the Operating Accrued Rights Life Cycle Works Value;

"Authority Operating Termination Cap"

means the Operating Sub-Contractor Termination Cap less the Operating Accrued Rights Termination Value;

"Construction Accrued Rights Liquidated Damages Value"

means the amounts that would count against the Construction Sub-Contractor's Liquidated Damages Cap upon realisation of the Accrued Rights based upon the assessment notified to the Authority under paragraph 10.14, as the same may be adjusted in accordance with paragraph 20 (Dispute Resolution);

"Construction Accrued Rights Value"

means the amounts that would count against the Construction Sub-Contractor's Liability Cap upon realisation of the Accrued Rights based upon the assessment notified to the Authority under paragraph 10.14, as the same may be adjusted in accordance with paragraph 20 (Dispute Resolution);

"Construction/Operating Sub-Contract"

means a contract relating to the provision of Works or Services which is the subject of a Collateral Warranty;

"Construction Sub-Contract"

means the Construction Sub-Contract as defined in the Contract and/or any novation thereof pursuant to the Authority Construction Collateral Warranty;

"Construction Sub-Contractor Default"

has the meaning given to it in the Construction Sub-Contract;

"Construction Sub-Contractor's Liability Cap"

has the meaning given to it in the Construction Sub-Contract;

"Construction Sub-Contractor's Liquidated Damages Cap"

has the meaning given to it in the Construction Sub-Contract;

"Contract"

means the contract dated on or about the date of this Agreement between the Authority and the Contractor;

"Expert"

means an expert appointed pursuant to paragraph 20 (Dispute Resolution) to determine a dispute relating to this Agreement;

"Final Statement"

has the meaning given to it in the Construction Sub-Contract;

"Interim Payment"

has the meaning given to it in the Construction Sub-Contract;

"Life Cycle Works Cap"

has the meaning given to it in the Operating Sub-Contract;

"Monthly Operating Payment"

has the meaning given to it in the Operating Sub-Contract;

"Operating Accrued Rights Life Cycle Works Value"

means the amount that would count against the Life Cycle Works Cap upon realisation of the Accrued Rights based upon the assessment notified to the Authority under paragraph 10.14, as the same may be adjusted in accordance with paragraph 20 (Dispute Resolution);

"Operating Accrued Rights Termination Value"

means the amounts that would count against the Operating Sub-Contractor Termination Cap upon realisation of the Accrued Rights based upon the assessment notified to the Authority under paragraph 10.14, as the same may be adjusted in accordance with paragraph 20 (Dispute Resolution);

"Operating Accrued Rights Value"

means the amount that would count against the Operating Sub-Contractor Liability Cap upon realisation of the Accrued Rights based upon the assessment notified to the Authority under paragraph 10.14, as the same may be adjusted in accordance with paragraph 20 (Dispute Resolution);

"Operating Sub-Contract"

means the Operating Sub-Contract as defined in the Contract and/or any novation thereof pursuant to the Authority Operating Collateral Warranty;

"Operating Sub-Contractor Default"

has the meaning given to it in the Operating Sub-Contract;

"Operating Sub-Contractor Liability Cap"

has the meaning given to it in the Operating Sub-Contract;

"Operating Sub-Contractor Termination Cap"

has the meaning given to it in the Operating Sub-Contract;

"Payment Mechanism"

means the payment mechanism set out in Schedule 4 to the Contract;

"Relevant Required Insurances"

means the Required Insurances described in paragraph 2 of Part 1 and paragraph 2 of Part 2 of Schedule 10 (Required Insurance) of the Contract;179

"Relevant Sub-Contractor"

means a sub-contracting party to a Construction/Operating Sub-Contract;

"Relevant Year"

means the Contract Year (as defined in the Contract) in which the Termination Date occurs;

"Representative"

means:

(a)  the Facility Agent, the Security Trustee, any Secured Finance Party and/or any of their Affiliates;

(b)  an administrator, administrative receiver, receiver or receiver and manager of the Contractor appointed under the Security Documents;

(c)  a person directly or indirectly owned or controlled by the Facility Agent, the Security Trustee, and/or any Secured Finance Party; or

(d)  any other person approved by the Authority (such approval not to be unreasonably withheld or delayed);

"Required Period"

means subject to paragraph 4 (No Liquid Market) the period starting on the date of a Termination Notice and:

(a)  prior to and including the final Services Commencement Date, ending one hundred and twenty (120) days after the date of the Termination Notice;

(b)  after the final Services Commencement Date, ending ninety (90) days after the date of the Termination Notice; or

(c)  in either case, ending on such earlier date as the Facility Agent may specify by written notice to the Authority;

"Senior Debt Discharge Date"

means the date on which all amounts which may be or become owing by the Contractor to each Secured Finance Party under the Senior Financing Agreements have been irrevocably paid in full;

"Step-In Date"

means the date on which the Facility Agent takes any action under paragraph 5.1;

"Step-In Period"

means the period from the Step-In Date up to and including the earlier of:

(a)  the date specified in a notice issued pursuant to paragraph 7.1;

(b)  the date of any transfer under paragraph 8 (Novation);

(c)  the date of any termination for breach under paragraph 6 (Step-in Period); and

(d)  the date of expiry of the Contract;

"Step-Out Date"

has the meaning given to it in paragraph 7.1 (Step-Out);

"Suitable Substitute Contractor"

means a person approved by the Authority (such approval not to be unreasonably withheld or delayed) as:

(a)  having the legal capacity, power and authority to become a party to and perform the obligations of the Contractor under the Contract;

(b)  employing persons having the appropriate qualifications, experience and technical competence and having the resources available to it (including committed financial resources and sub-contracts) which are sufficient to enable it to perform the obligations of the Contractor under the Contract; and

(c)  being a Suitable Third Party;

"Termination Notice"

means a notice given by the Authority to the Facility Agent under paragraph 3.1 (Notice of Termination and Existing Liabilities);

"Unrestricted Assets"

means those Assets (or part thereof), excluding any revenues or cash balances or rights accrued as at the Expiry Date, or if earlier, the Termination Date, under or pursuant to or in connection with any of the Relevant Required Insurances (but not other Required Insurances), any Construction/Operating Sub-Contract or any Ancillary Document, which are required by the Authority or its nominee or any replacement of the Contractor for the purposes of the construction, operation or maintenance of the Facility following expiry or termination of the Contract assuming such construction, operation or maintenance is carried out on terms substantially the same as the terms of the Contract;

"Warning Notice"

means a formal warning notice served by the Authority under Clause 67.3 (Persistent Breach) of the Contract;